Rolfes Holdings Limited - Dealings By Associates Of A Director Of Rolfes And Notification In Terms Of Section 122 (3) Of The Companies Act And

ROLFES HOLDINGS LIMITED
Registration number 2000/002715/06
Share Code: RLF
ISIN Code: ZAE000159836
(?Rolfes?)
DEALINGS BY ASSOCIATES OF A DIRECTOR OF ROLFES AND NOTIFICATION IN TERMS OF SECTION
122 (3) OF THE COMPANIES ACT AND SECTION 3.83 (B) OF THE JSE LISTINGS REQUIREMENTS
An associate entity of M Teke, a director of Rolfes, Masimong Group Holdings Proprietary Limited (?Masimong
Group?) has transferred its investment in Masimong Chemicals Proprietary Limited (?Masimong Chemicals?) into a
new entity, Business Venture Investments No. 1875 Proprietary Limited (?Business Venture?) (also an associate of
M Teke and wholly owned by Masimong Group). In addition, Business Venture has acquired a further economic
interest in Rolfes through the acquisition of participating preference shares in Masimong Chemicals linked to the
value of Rolfes? shares. Masimong Chemicals continues to hold a shareholding in Rolfes of 52 749 000 ordinary
shares.
In accordance with the requirements of paragraph 3.63 to 3.74 of the JSE Limited Listings Requirements the
following dealings in Rolfes Ordinary Shares should be noted:
Name of director M Teke
Name of associate of director Business Venture
Nature of transaction Purchase of preference shares in Masimong
Chemicals. The rights attached to the preference
shares are linked to the performance of Rolfes
ordinary shares*
Nature of interest Indirect beneficial
Clearance to deal n/a
Date of transaction 29 February 2016
Number of shares 1 429 Masimong Chemicals preference shares
providing economic exposure to 7 500 000 Rolfes
ordinary shares
Total value of transaction R23 518 517.81
Price R3.14 (implied price per Rolfes ordinary share to
which the preference shares provide economic
exposure)
* Sabvest Finance and Guarantee Corporation Proprietary Limited simultaneously acquired an equal amount of
shares to those acquired by Business Venture.
Name of director M Teke
Name of associates of director Business Venture (purchaser) and Masimong Group
(seller)
Nature of transaction Purchase and sale by the respective associates
above of preference shares and ordinary shares in
Masimong Chemicals. The rights attached to the
preference shares are linked to the performance of
Rolfes ordinary shares
Nature of interest Indirect beneficial
Clearance to deal n/a
Date of transaction 29 February 2016
Number of shares 4 284 Masimong Chemicals preference shares
providing economic exposure to 22 479 000 Rolfes
ordinary shares
120 Masimong Chemicals ordinary shares
Total value of transaction R67 437 000.00
Price R2.99 (implied price per Rolfes ordinary share to
which the preference shares provide economic
exposure)
R0.01 (implied price per Rolfes ordinary share to
which the ordinary shares provide economic
exposure)
The above transactions took place off market.
In accordance with section 122(3)(b) of the Companies Act, 71 of 2008 (?the Act?), and section 3.83(b) of the JSE
Limited Listings Requirements, holders of ordinary shares in the Company are advised that as set out above,
Business Venture has acquired a beneficial interest in Rolfes by virtue of the provisions of section 56(2)(d) of the
Act. Therefore, as Masimong Chemicals has a beneficial interest in Rolfes then Masimong Group and Business
Venture are deemed to have a beneficial interest in the Company in terms of section 56(2)(d) of the Act.
Rolfes hereby confirms that it has received the required notices in terms of section 122(3)(a) of the Act, and that it
has filed the required notices with the Takeover Regulation Panel.
3 March 2016
Johannesburg
Sponsor
Grindrod Bank Limited
Date: 03/03/2016 09:20:00 Supplied by www.sharenet.co.za
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